FIRST AMENDMENT TO COMBINED CREDIT AGREEMENTS
Exhibit 10.30
FIRST AMENDMENT TO COMBINED CREDIT AGREEMENTS
THIS FIRST AMENDMENT TO COMBINED CREDIT AGREEMENTS, dated as of February 4, 2008 (this
“Amendment”), is entered into by and among QUICKSILVER RESOURCES INC., a Delaware
corporation (the “U.S. Borrower”), QUICKSILVER RESOURCES CANADA INC., an Alberta, Canada
corporation (the “Canadian Borrower”), each of the Lenders (as defined in the U.S. Credit
Agreement (as hereinafter defined)) party hereto, each of the Canadian Lenders (as defined in the
U.S. Credit Agreement) party hereto, JPMORGAN CHASE BANK, N.A., as global administrative agent (in
such capacity, the “Global Administrative Agent”), and JPMORGAN CHASE BANK, N.A., TORONTO
BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative
Agent”).
W I T N E S S E T H:
1. The U.S. Borrower, the Global Administrative Agent, the other Agents party thereto and the
Lenders (the “U.S. Lenders” and, together with the Canadian Lenders, the “Combined
Lenders”) are parties to that certain Amended and Restated Credit Agreement dated as of
February 9, 2007 (as amended, supplemented, restated or otherwise modified from time to time, the
“U.S. Credit Agreement”), pursuant to which the U.S. Lenders agreed to make loans to, and
extensions of credit on behalf of, the U.S. Borrower.
2. The Canadian Borrower, the Global Administrative Agent, the Canadian Administrative Agent,
the other Agents party thereto and the Canadian Lenders are parties to that certain Amended and
Restated Credit Agreement dated as of February 9, 2007 (as amended, supplemented, restated or
otherwise modified from time to time, the “Canadian Credit Agreement” and, together with
the U.S. Credit Agreement, the “Combined Credit Agreements”), pursuant to which the
Canadian Lenders agreed to make loans to, and extensions of credit on behalf of, the Canadian
Borrower.
3. The U.S. Borrower has advised the Global Administrative Agent, the Canadian Administrative
Agent and the Combined Lenders that it has created a new Wholly-Owned Subsidiary named 1373159
Alberta Ltd., an Alberta, Canada corporation (“Canadian Newco”), the Common Shares of which
Subsidiary are owned by the U.S. Borrower and the Series 1 Preferred Shares of which Subsidiary are
owned by the Canadian Borrower which Subsidiary will be designated, or otherwise become, a Material
Subsidiary (as defined in the U.S. Credit Agreement) on or prior to the Effective Date (as
hereinafter defined).
4. In connection with the creation of Canadian Newco, the parties to the Combined Credit
Agreements intend to amend the Combined Credit Agreements as follows:
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto agree as follows:
I. Amendments to U.S. Credit Agreement.
A. The definition of “Guarantor” contained in Section 1.1 of the U.S. Credit Agreement
is hereby amended in its entirety to read as follows:
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“Guarantor” means each Material Subsidiary listed on Exhibit L
(except QR Canada and Foreign Subsidiaries) under the heading “Material
Subsidiaries” and each Subsidiary that is required to execute a Guaranty pursuant to
Section 5.15.
B. The definition of “Permitted Investments” contained in Section 1.1 of the
U.S. Credit Agreement is hereby amended by (i) deleting the word “and” at the end of subsection (r)
thereof; (ii) replacing the period at the end of subsection (s) thereof with “;”; and
(iii) inserting the following subsections (t), (u), (x) and (y) following subsection (s) thereof:
“(t) all Investments by the Canadian Borrower in Canadian Newco, including,
without limitation, any farm-out agreement or similar contract entered into between
the Canadian Borrower and Canadian Newco so long as (i) the Equity Interests of
Canadian Newco owned by the Borrower have been pledged to the Global Administrative
Agent pursuant to a Pledge Agreement in accordance with, and as and to the extent
required by (A) Sections 5.15 and 5.17, (B) Sections 5.9 and
5.10 of the Canadian Credit Agreement, and (C) the other terms and
conditions of the Loan Documents, and (ii) Canadian Newco has provided a Guaranty
and Debenture in accordance with, and as and to the extent required by (A)
Sections 5.9 and 5.10 of the Canadian Credit Agreement, and (B) the
other terms and conditions of the Loan Documents;
(u) the Investment by the Borrower in the Common Shares of Canadian Newco;
(x) the Investment by the Canadian Borrower in the Series 1 Preferred Shares of
Canadian Newco; and
(y) the Investment by the Borrower in common units of BreitBurn Operating,
L.P., a Delaware limited partnership, approved by the Combined Lenders pursuant to
an agreement dated as of October 25, 2007.”
C. Section 1.1 of the U.S. Credit Agreement is hereby amended by inserting the following
definition of “Canadian Newco” in appropriate alphabetical order:
“Canadian Newco” means 1373159 Alberta Ltd., an Alberta, Canada
corporation and a Wholly-Owned Subsidiary of the Borrower.
D. Exhibit L to the U.S. Credit Agreement is hereby amended by replacing Exhibit L to the U.S.
Credit Agreement with Exhibit L to this Amendment.
II. Amendments to Canadian Credit Agreement.
A. The definition of “Guarantor” contained in Section 1.1 of the Canadian Credit
Agreement is hereby amended in its entirety to read as follows:
“Guarantor” means collectively (i) the Parent, (ii) Canadian Newco,
(iii) each Material Subsidiary, and (iv) each U.S. Material Subsidiary that now or
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hereafter executes and delivers a U.S. Material Subsidiary Guaranty, including
each Material Subsidiary and each U.S. Material Subsidiary that is required to
execute a Guaranty pursuant to Section 5.9.
B. The definition of “Guaranty” contained in Section 1.1 of the Canadian Credit
Agreement is hereby amended in its entirety to read as follows
“Guaranty” means collectively (i) the Parent Guaranty, (ii) the
Canadian Newco Guaranty, (iii) each Material Subsidiary Guaranty, and (iv) each U.S.
Material Subsidiary Guaranty. The term “Guaranties” shall include each and
every Guaranty executed and delivered by the Parent, Canadian Newco, each Material
Subsidiary and each U.S. Material Subsidiary.
C. Section 1.1 of the Canadian Credit Agreement is hereby amended by inserting the following
definitions of “Canadian Newco” and “Canadian Newco Guaranty” in appropriate
alphabetical order:
“Canadian Newco” means 1373159 Alberta Ltd., an Alberta, Canada
corporation and a Wholly-Owned Subsidiary of the Parent.
“Canadian Newco Guaranty” means a Guaranty executed and delivered by
Canadian Newco in favor of the Global Administrative Agent and substantially in the
form of the Parent Guaranty, as such Guaranty is amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms of this Agreement
and the other Loan Documents.
III. Effectiveness. This Amendment shall become effective as of the date (the
“Effective Date”) when the Global Administrative Agent shall have received:
A. Counterparts hereof duly executed by the U.S. Borrower, the Canadian Borrower, the Global
Administrative Agent, the Canadian Administrative Agent and the Majority Lenders (or, in the case
of any party as to which an executed counterpart shall not have been received, telegraphic, telex,
or other written confirmation from such party of execution of a counterpart hereof by such party).
B. The U.S. Borrower and the Canadian Borrower shall have satisfied all of the conditions set
forth in the Combined Loan Documents, including, without limitation, Section 5.15 of the U.S.
Credit Agreement and Section 5.9 of the Canadian Credit Agreement, with respect to the creation of
Canadian Newco and the permissibility of Investments by the Canadian Borrower in Canadian Newco,
including, without limitation, the following:
(i) the Global Administrative Agent shall have received counterparts of a Pledge
Agreement, dated as of the Effective Date, duly executed and delivered by the U.S. Borrower,
together with the following:
(a) to the extent the Equity Interests are certificated, certificates
representing 100% of the outstanding Equity Interests of Canadian Newco owned by the
U.S. Borrower (except that, with respect to security for the
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Obligations, such certificates representing Equity Interests shall be limited
to 65% of the total combined voting power of all classes of voting Equity Interests
of Canadian Newco owned by the U.S. Borrower and 100% of all non-voting Equity
Interests of Canadian Newco owned by the U.S. Borrower), and powers and instruments
of transfer, endorsed in blank, with respect to such certificates; and
(b) all documents and instruments, including Uniform Commercial Code Financing
Statements (Form UCC-1), required by law or reasonably requested by the Global
Administrative Agent to be filed, registered or recorded to create or perfect the
Liens intended to be created under such Pledge Agreement;
(ii) the Global Administrative Agent shall have received counterparts of a Pledge
Agreement, dated as of the Effective Date, duly executed and delivered by the Canadian
Borrower, together with the following:
(a) to the extent the Equity Interests are certificated, certificates
representing 100% of the outstanding Equity Interests of Canadian Newco owned by the
Canadian Borrower, and powers and instruments of transfer, endorsed in blank, with
respect to such certificates; and
(b) all documents and instruments, including Personal Property Security Act
filings, required by law or reasonably requested by the Global Administrative Agent
to be filed, registered or recorded to create or perfect the Liens intended to be
created under such Pledge Agreement;
(iii) the Global Administrative Agent shall have received counterparts of the Canadian
Newco Guaranty (as defined in the Canadian Credit Agreement), duly executed and delivered by
Canadian Newco; and
(iv) the Global Administrative Agent shall have received counterparts of a Debenture
duly executed and delivered by Canadian Newco, which Debenture shall create a floating
charge in favor of the Global Administrative Agent for the benefit of the Canadian Lenders
on substantially all of the Borrowing Base Properties (as defined in the Canadian Credit
Agreement) or proposed Borrowing Base Properties owned by Canadian Newco, and a Lien in and
to all of Canadian Newco’s present and after-acquired personal property, together with such
other documents or instruments as the Global Administrative Agent may reasonably request.
C. The Global Administrative Agent shall have received UCC Searches, all dated reasonably
close to the Effective Date, requested by the Global Administrative Agent and in form and substance
reasonably satisfactory to the Global Administrative Agent.
D. The Global Administrative Agent shall have received a certificate of an Authorized Officer
of Canadian Newco dated as of the Effective Date, certifying:
(i) that attached to such certificate is (a) a true and complete copy of the Organic
Documents of Canadian Newco, as in effect on the date of such certificate,
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(b) a true and complete copy of a certificate from the applicable Governmental
Authority of the jurisdiction of Canadian Newco’s organization to the effect that such
entity is validly existing in such jurisdiction, and (c) a true and complete copy of a
certificate from the appropriate Governmental Authority of each jurisdiction (without
duplication) to the effect that Canadian Newco is duly qualified to transact business in
such jurisdiction as a foreign entity, if the failure to be so qualified would reasonably be
expected to have a Material Adverse Effect;
(ii) that attached to such certificate is a true and complete copy of resolutions duly
adopted by the board of directors of Canadian Newco, authorizing the execution, delivery and
performance of such of the Combined Loan Documents to which Canadian Newco is or is intended
to be a party;
(iii) that attached thereto is (a) a true and complete copy of a certificate of status
from the applicable Governmental Authority of the jurisdiction of Canadian Newco’s
organization as to the existence and the good standing of Canadian Newco, dated as of a
recent date, and (b) a true and complete copy of a certificate from the appropriate
Governmental Authority of each jurisdiction (without duplication) to the effect that
Canadian Newco is in good standing in such jurisdiction as a foreign entity, if the failure
to be so qualified would reasonably be expected to have a Material Adverse Effect; and
(iv) as to the incumbency and specimen signature of each Authorized Officer of Canadian
Newco executing such of the Combined Loan Documents to which Canadian Newco is or is
intended to be a party.
E. The Global Administrative Agent shall have received opinions, dated the Effective Date,
addressed to the Global Administrative Agent, the Canadian Administrative Agent and all Lenders,
from (i) XxXxxxxx Xxxxxxxx LLP, counsel to Canadian Newco, (ii) Xxxxx Day, U.S. counsel to the U.S.
Borrower, and (iii) the General Counsel of the U.S. Borrower, in each case in form and substance
reasonably satisfactory to the Global Administrative Agent, such opinions covering such matters
relating to the U.S. Borrower, Canadian Newco and the execution and delivery of the Combined Loan
Documents to which each is or is intended to be a party pursuant to Section III.B of this
Amendment, as applicable, as the Global Administrative Agent shall reasonably request.
IV. Reaffirmation of Representations and Warranties. To induce the Combined Lenders
and the Global Administrative Agent to enter into this Amendment, the U.S. Borrower and the
Canadian Borrower hereby reaffirm, as of the date hereof, the following:
(i) The representations and warranties of each Loan Party (as such term is defined in
the U.S. Credit Agreement and the Canadian Credit Agreement, and including, without
limitation, Canadian Newco, collectively, the “Combined Loan Parties”) set forth in
the Combined Loan Documents to which it is a party are true and correct on and as of the
date hereof (or, if stated to have been made expressly as of an earlier date, were true and
correct in all material respects as of such date and, except to
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the extent waived in writing by the Combined Lenders, the Required Lenders, the
Majority Lenders, the U.S. Lenders or the U.S. Required Lenders, as applicable).
(ii) Each of the Combined Loan Parties (a) is a corporation, partnership or limited
liability company duly incorporated or organized (as applicable), validly existing and in
good standing under the laws of its jurisdiction of incorporation or organization, (b) has
all corporate, partnership or limited liability company power (as applicable) and all
material governmental licenses, authorizations, consents and approvals required to carry on
its businesses as now conducted and as proposed to be conducted, and (c) is duly qualified
to transact business as a foreign corporation, partnership or limited liability company in
each jurisdiction where a failure to be so qualified would reasonably be expected to have a
Material Adverse Effect.
(iii) The execution, delivery and performance of this Amendment and the other Combined
Loan Documents by each Combined Loan Party (to the extent each Combined Loan Party is a
party to this Agreement and such Combined Loan Documents) (a) are within such Combined Loan
Party’s corporate powers, (b) when executed will be duly authorized by all necessary
corporate action, (c) require no action by or in respect of, or filing with, any
Governmental Authority (other than (i) actions or filings pursuant to the Exchange Act and
(ii) actions or filings that have been taken or made and are in full force and effect) and
(d) do not contravene, or constitute a default under, any provision of applicable
Governmental Rule (including, without limitation, Regulation U) or of the articles or
certificate of incorporation, bylaws, regulations, partnership agreement or comparable
charter documents of any Combined Loan Party or of any agreement, judgment, injunction,
order, decree or other instrument binding upon any Combined Loan Party or result in the
creation or imposition of any Lien on any Borrowing Base Property or Collateral other than
the Liens securing the Combined Obligations.
(iv) This Amendment and each other Combined Loan Document constitutes, or when executed
and delivered will constitute, valid and binding obligations of each Combined Loan Party
which is a party thereto, enforceable against each such Combined Loan Party which executes
the same in accordance with its terms except as the enforceability thereof may be limited by
(i) bankruptcy, insolvency, reorganization, moratorium, or similar Governmental Rules
affecting creditors’ rights generally, and (ii) equitable principles of general
applicability (whether enforcement is sought by proceedings at law or in equity).
(v) Neither a Default nor an Event of Default has occurred and will exist under either
Combined Credit Agreement after giving effect to the transactions contemplated by this
Amendment or the other Combined Loan Documents. Neither the U.S. Borrower or any of its
Subsidiaries nor the Canadian Borrower or any of its Subsidiaries is in default under, nor
has any event or circumstance occurred which, but for the expiration of any applicable grace
period or the giving of notice, or both, would constitute a default under, any Material
Agreement to which the U.S. Borrower or any of its Subsidiaries or the Canadian Borrower or
any of its Subsidiaries is a party or by which the U.S. Borrower or any of its Subsidiaries
or the Canadian Borrower or any of its
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Subsidiaries is bound which default would reasonably be expected to have a Material
Adverse Effect. The U.S. Borrower is in compliance with the financial covenants set forth
in Article VI of the U.S. Credit Agreement.
(vi) No event or events have occurred since December 31, 2006 which individually or in
the aggregate would reasonably be expected to have a Material Adverse Effect.
V. Defined Terms. Terms used herein when defined in the U.S. Credit Agreement
(including, to the extent applicable, after giving effect to this Amendment) shall have the same
meanings herein unless the context otherwise requires.
VI. Reaffirmation of Combined Credit Agreements. This Amendment shall be deemed to be
an amendment to the Combined Credit Agreements, and the Combined Credit Agreements, as amended
hereby, are hereby ratified, approved and confirmed in each and every respect. All references to
the Combined Credit Agreements herein and in any other document, instrument, agreement or writing
shall hereafter be deemed to refer to the Combined Credit Agreements as amended hereby.
VII. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS.
NOTWITHSTANDING THE FOREGOING SENTENCE AND AFTER GIVING EFFECT TO THE TEXTUAL AMENDMENTS
CONTAINED IN SECTIONS I AND II OF THIS AMENDMENT, (i) THE U.S. CREDIT AGREEMENT (AS
AMENDED HEREBY) SHALL CONTINUE TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
SPECIFIED IN SECTION 10.9(a) OF THE U.S. CREDIT AGREEMENT, AND (ii) THE CANADIAN CREDIT AGREEMENT
(AS AMENDED HEREBY) SHALL CONTINUE TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
SPECIFIED IN SECTION 10.9(a) OF THE CANADIAN CREDIT AGREEMENT.
VIII. Severability of Provisions. Any provision of this Amendment held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
IX. Counterparts. This Amendment may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. Delivery of an executed counterpart
of a signature page of this Amendment by telecopy (or other electronic transmission acceptable to
the Global Administrative Agent) shall be effective as delivery of a manually executed counterpart
of this Amendment.
X. Headings. Article and Section headings used herein are for convenience of
reference only, are not part of this Amendment and shall not affect the construction of, or be
taken into consideration in interpreting, this Amendment.
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XI. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns permitted hereby
(including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that neither
the U.S. Borrower nor the Canadian Borrower may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Global Administrative Agent, each
Issuing Bank and each Combined Lender (and any attempted assignment or transfer by either the U.S.
Borrower or the Canadian Borrower without such consent shall be null and void).
XII. No Oral Agreements. THIS AMENDMENT, THE COMBINED CREDIT AGREEMENTS, AS AMENDED
HEREBY, AND THE OTHER COMBINED LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN AND AMONG THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
XIII. Loan Document. This Amendment constitutes a “Loan Document,” a “Canadian Loan
Document” and a “Combined Loan Document” under and as defined in the U.S. Credit Agreement, and a
“Loan Document,” a “U.S. Loan Document” and a “Combined Loan Document” under and as defined in the
Canadian Credit Agreement.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, the U.S. Borrower, the Canadian Borrower, the undersigned Combined
Lenders, the Global Administrative Agent and the Canadian Administrative Agent have executed this
Amendment as of the date first above written.
| U.S. BORROWER | ||||
| QUICKSILVER RESOURCES INC., | ||||
| a Delaware corporation, as U.S. Borrower | ||||
| By: | /s/ XxxXx Xxxxxx | |||
| XxxXx Xxxxxx, Vice President – Treasurer | ||||
| CANADIAN BORROWER | ||||
| QUICKSILVER RESOURCES CANADA INC., | ||||
| an Alberta, Canada corporation, as Canadian Borrower |
||||
| By: | /s/ XxxXx Xxxxxx | |||
| XxxXx Xxxxxx, Vice President – Treasurer | ||||
[First Amendment to Combined Credit Agreements]
S-1
| AGENTS AND COMBINED LENDERS | ||||
| JPMORGAN CHASE BANK, N.A., as Global Administrative Agent and as a U.S. Lender |
||||
| By: | /s/ J. Xxxxx Xxxxxx | |||
| J. Xxxxx Xxxxxx | ||||
| Senior Vice President | ||||
[First Amendment to Combined Credit Agreements]
S-2
| JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Administrative Agent and as a Canadian Lender |
||||
| By: | /s/ J. Xxxxx Xxxxxx | |||
| Name: | J. Xxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
[First Amendment to Combined Credit Agreements]
S-3
| BANK OF AMERICA, N.A., as a U.S. Lender | ||||
| By: | /s/ Xxxxxx X. XxXxxx | |||
| Name: | Xxxxxx X. XxXxxx | |||
| Title: | Senior Vice President | |||
[First Amendment to Combined Credit Agreements]
S-4
| BNP PARIBAS, as a U.S. Lender | ||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
[First Amendment to Combined Credit Agreements]
S-5
| FORTIS CAPITAL CORP., as a U.S. Lender | ||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
[First Amendment to Combined Credit Agreements]
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| THE BANK OF NOVA SCOTIA, as a U.S. Lender |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Director | |||
[First Amendment to Combined Credit Agreements]
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| DEUTSCHE BANK TRUST COMPANY AMERICAS, as a U.S. Lender |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
[First Amendment to Combined Credit Agreements]
S-8
| BMO CAPITAL MARKETS FINANCING, INC., as a U.S. Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
[First Amendment to Combined Credit Agreements]
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| THE ROYAL BANK OF SCOTLAND plc, as a U.S. Lender |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President | |||
[First Amendment to Combined Credit Agreements]
S-10
| CALYON NEW YORK BRANCH, as a U.S. Lender |
||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxx Xxxxxxxx | |||
| Name: | Xxx Xxxxxxxx | |||
| Title: | Managing Director | |||
[First Amendment to Combined Credit Agreements]
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| CITIBANK, N.A., as a U.S. Lender | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Attorney-in-Fact | |||
[First Amendment to Combined Credit Agreements]
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| SOCIÉTÉ GÉNÉRALE, as a U.S. Lender | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
[First Amendment to Combined Credit Agreements]
X-00
| XXXXX XXXX XX XXXXXXXXXX, N.A., as a U.S. Lender |
||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Assistant Vice President | |||
[First Amendment to Combined Credit Agreements]
S-14
| XXXXX FARGO BANK, N.A., as a U.S. Lender | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
[First Amendment to Combined Credit Agreements]
X-00
| XXXXXXX-XXXXXXXX (XXXXX) LLC, as a U.S. Lender |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
[First Amendment to Combined Credit Agreements]
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| COMERICA BANK, as a U.S. Lender | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
[First Amendment to Combined Credit Agreements]
S-17
| U.S. BANK NATIONAL ASSOCIATION, as a U.S. Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
[First Amendment to Combined Credit Agreements]
S-18
| CIBC INC., as a U.S. Lender | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxx | |||
| Title: | Executive Director | |||
| CIBC World Market Corp. | ||||
| Authorized Signatory | ||||
[First Amendment to Combined Credit Agreements]
S-19
| COMPASS BANK, as a U.S. Lender | ||||
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
[First Amendment to Combined Credit Agreements]
S-20
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a U.S. Lender |
||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxxxxxx Xxxxx | |||
| Name: | Xxxxxxxxxx Xxxxx | |||
| Title: | Associate | |||
[First Amendment to Combined Credit Agreements]
S-21
| STERLING BANK, as a U.S. Lender | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
[First Amendment to Combined Credit Agreements]
X-00
| XXX XXXXXXX (XXXXXX), as a Canadian Lender |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxx XxXxxx | |||
| Name: | Xxxxxx XxXxxx | |||
| Title: | Assistant Vice President | |||
[First Amendment to Combined Credit Agreements]
S-23
| BANK OF AMERICA, N.A. (by its Canada branch), as a Canadian Lender |
||||
| By: | /s/ Xxxxxx Sales xx Xxxxxxx | |||
| Name: | Xxxxxx Sales xx Xxxxxxx | |||
| Title: | Vice President | |||
[First Amendment to Combined Credit Agreements]
X-00
| XXX XXXX XX XXXX XXXXXX, as a Canadian Lender |
||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Associate | |||
[First Amendment to Combined Credit Agreements]
S-25
| FORTIS CAPITAL (CANADA) LTD., as a Canadian Lender |
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| By: | /s/ Xxxxx Boogers | |||
| Name: | Xxxxx Boogers | |||
| Title: | Director | |||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Director | |||
[First Amendment to Combined Credit Agreements]
S-26
| DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Lender |
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| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Chief Country Officer | |||
[First Amendment to Combined Credit Agreements]
S-27
| BANK OF MONTREAL, as a Canadian Lender | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
[First Amendment to Combined Credit Agreements]
S-28
| CITIBANK, N.A., CANADIAN BRANCH, as a Canadian Lender |
||||
| By: | /s/ Niyousha Zarinpour | |||
| Name: | Niyousha Zarinpour | |||
| Title: | Authorized Signer | |||
[First Amendment to Combined Credit Agreements]
S-29
| SOCIÉTÉ GÉNÉRALE (CANADA BRANCH), as a Canadian Lender |
||||
| By: | /s/ Xxxxx XXXXXXX | |||
| Name: | Xxxxx XXXXXXX | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxx XXXXXXXXX | |||
| Name: | Xxxx XXXXXXXXX | |||
| Title: | Vice President | |||
[First Amendment to Combined Credit Agreements]
S-00
| XXXXX XXXX XX XXXXXXXXXX, X.X., XXXXXX XRANCH, as a Canadian Lender |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
[First Amendment to Combined Credit Agreements]
S-31
| XXXXX FARGO FINANCIAL CORPORATION CANADA, as a Canadian Lender |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
[First Amendment to Combined Credit Agreements]
S-32
| TORONTO DOMINION BANK, as a Canadian Lender |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
[First Amendment to Combined Credit Agreements]
S-00
| XXXXXXXX XXXX, XXXXXX XRANCH, as a Canadian Lender |
||||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Portfolio Manager | |||
[First Amendment to Combined Credit Agreements]
S-34
| U.S. BANK NATIONAL ASSOCIATION, as a Canadian Lender |
||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Principal Officer | |||
[First Amendment to Combined Credit Agreements]
S-35
| CANADIAN IMPERIAL BANK OF COMMERCE, as a Canadian Lender |
||||
| By: | /s/ Xxxxx Xxxxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxxxx | |||
| Title: | Executive Director | |||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Executive Director | |||
[First Amendment to Combined Credit Agreements]
S-36
| CREDIT SUISSE, TORONTO BRANCH, as a Canadian Lender |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Director, CREDIT SUISSE, TORONTO BRANCH |
|||
[First Amendment to Combined Credit Agreements]
S-37
